


Lovers Retreat

by dragonydreams



Category: Buffy the Vampire Slayer
Genre: F/M, Multi
Language: English
Status: Completed
Published: 2013-01-05
Updated: 2013-01-05
Packaged: 2017-11-23 20:20:42
Rating: Explicit
Warnings: No Archive Warnings Apply
Chapters: 2
Words: 7,834
Publisher: archiveofourown.org
Story URL: https://archiveofourown.org/works/626141
Author URL: https://archiveofourown.org/users/dragonydreams/pseuds/dragonydreams
Summary: <blockquote class="userstuff">
              <p>What if it had been Giles with Willow in <i>Lovers Walk</i> getting captured by Spike?</p>
            </blockquote>





	1. Chapter 1

**Author's Note:**

> Written for [](http://summer-of-giles.livejournal.com/profile)[**summer_of_giles**](http://summer-of-giles.livejournal.com/). Plot chosen from list of prompts [here](http://community.livejournal.com/summer_of_giles/94494.html#cutid1).

**Title:** Lovers Retreat  
 **Author:** Elisabeth  
 **Rating:** NC-17 overall  
 **Pairing:** Giles/Willow, Giles/Willow/Spike (eventually)  
 **Summary:** What if it had been Giles with Willow in _Lovers Walk_ getting captured by Spike?  
 **Timeline:** Season 3, Episode: "Lovers Walk"  
 **Disclaimer:** I claim no ownership over these characters. I am merely borrowing them from Joss et al.  
 **Distribution:** [](http://summer-of-giles.livejournal.com/profile)[**summer_of_giles**](http://summer-of-giles.livejournal.com/) , my site/LJ, [Hairy Eyeball](http://www.hairy-eyeball.com/main.html), the usual lists, anyone with previous permission. Anyone else - just ask.  
 **Feedback:** Yes please! It makes me happy and keeps me writing.  
 **Thanks to** [](http://kallie-kat.livejournal.com/profile)[**kallie_kat**](http://kallie-kat.livejournal.com/) for the beta.  
 **Author's Note:** Written for [](http://summer-of-giles.livejournal.com/profile)[**summer_of_giles**](http://summer-of-giles.livejournal.com/). Plot chosen from list of prompts [here](http://community.livejournal.com/summer_of_giles/94494.html#cutid1).

 

  
**Part 1**

Giles smiled as he pressed the tent's final stake into the ground, securing it. Getting out of town had been easier than he'd expected. He felt a little guilty for lying to Buffy about this being a special retreat, but if things went the way he'd planned, the guilt would soon fade away.

He opened the tent flap and reached for the rolled-up foam he'd brought to spread over the bottom of the tent. As romantic as the idea of camping out was, he was old enough to know that sleeping on the hard ground with no padding was not a smart move. Especially if he hoped to take full advantage of being alone with his girl for the entire weekend.

Another smile unconsciously spread across his face as he imagined spending a full night alone with his girl. They'd not had many opportunities to be alone, and he was desperately looking forward to finally showing her how much she meant to him.

Giles never would have thought that she could have turned his world upside down so quickly. His fiery redhead was special, though. His Willow.

He never would have thought that he'd become infatuated with a girl half his age. He'd seen his father's friends take mistresses that were young enough to be their daughters and shaken his head in confusion. He simply hadn't understood the appeal.

Yet, here he was, preparing for a weekend away with a woman over twenty years his junior. A high school student, no less. He'd become a lecherous old man. It didn't feel wrong to him, though.

It's not like he'd actively pursued Willow. Things developed so subtly over time that it had felt completely natural the first time that they had kissed during a long research session. They had both apologized as soon as it was over, of course, and through much stuttering and babbling, they discovered that each of them had been developing romantic feelings for the other.

They had agreed to discreetly begin to date after Willow's eighteenth birthday; if you could call it that. It was incredibly easy to tell Buffy and Xander that they would handle the research alone and they should go out patrolling, or take the night off.

Willow broke up with Oz after that first kiss. He'd said he had known that he would lose her before long; he just hadn't been expecting it to be to Giles. He also promised not to tell anyone about their dalliance.

It was Willow who had suggested this trip. In her beautiful, bashful way, she had said that they needed some time alone. Like he, she didn't like the idea of lying to her friends, but since she did it so rarely, she knew they'd believe whatever she told them. Which was that her parents decided at the last minute to have her join them in LA at the conference they were presenting at.

Giles had offered to take her to Los Angeles, to shower her in luxury, but she had refused. She'd insisted that they should remain nearby, in case Buffy needed them. And so they'd come up with the Retreat idea.

He checked his watch as he ensured the fire pit was in working order and set off to gather some wood. Willow said that she would be here around 4pm, which gave him about an hour to finish setting up camp.

~~*~~

Spike entered the magic shop through the alley door. He knew the answer to getting Drusilla back would be here. It had to be. If she wouldn't come back to him on her own, then he would force her to return to him.

She was his princess. _His._ Not just when she wanted to be. Always and Forever. Whether she thought so or not.

The shop girl was on her way over to talk to him when the bell over the door chimed and her attention was drawn to the girl who had just entered. Spike cocked his head and looked at the girl. She seemed familiar, even in his drunken state. The Slayer's little friend was a witch?

He moved closer to listen.

"I have it all here on the list," Willow said, handing the piece of notebook paper to the sales girl.

"Damiana, Cubeb Berries, Ginger… Someone is doing a love spell," the sales girl surmised.

Spike's interest perked up.

Willow blushed beet red. "More of a seduction spell, but yeah."

"Have a romantic evening planned with that special someone?" the sales girl asked knowingly.

"More like a whole weekend," Willow couldn't help admitting. It's not like this girl knew it was with Giles. "We're going camping in Breaker's Woods."

Willow was very excited about spending the weekend with Giles, but nervous too. She knew what it meant to go away with a man. She and Giles would make love. It wasn't that she didn't want to, she was just nervous.

In fact, the spell was for her; to help her be able to go through with it. She didn't want to disappoint him by acting like the inexperienced virgin that she was.

She was brought out of her musings when the sales girl finished gathering all the ingredients on her list and gave her the total. Willow paid and grabbed the bag, hurrying out of the shop. She had one more stop to make before she could go home and do the spell and go meet Giles.

The sales girl returned to where Spike was lurking.

"Did you find what you were looking for?" she asked.

Spike grabbed her by the neck. "Plan's changed," he said before sinking his just-revealed fangs into her neck. He dropped the drained corpse and hurried to the DeSoto parked in the alley. He had a witch to grab.

~~*~~

Giles was inside the tent, smoothing out the opened sleeping bags when he heard the snap of twigs nearby. His stomach flipped expectantly as he realized that it must be Willow. This was really going to happen.

As if on cue, Willow called out, "Hello? Giles, are you here?"

He crawled out of the tent, moving to take Willow in his arms. "You made it," he said by way of greeting.

Willow ran her eyes over his body. She'd never seen him look so relaxed before. In fact, she'd never seen him in jeans and a flannel shirt before. He looked gorgeous.

She leaned up to kiss him. "Of course I made it. I wouldn't have missed this for anything."

"Neither would I," Giles admitted. He kissed her again, because he could, relishing the way that Willow gave herself over to the kiss, parting her lips at his gentle encouraging to do so.

As the kiss deepened, hands began to wander. Giles' fingers slid into Willow's hair, pulling it out of the ponytail she'd had it in. He groaned as her hair tumbled down over his hands.

Willow's hands didn't remain idle either. Eager hands tugged at his shirt, desperate to get beneath the material and touch bare flesh. She pressed her body against his as she proceeded to run her hands up Giles' back under his shirt, pulling him to her.

Giles could feel his body begin to react to Willow's closeness. His cock twitched and began to harden in reaction to the tight press of Willow against him. With great effort, he stepped back, his hands on Willow's shoulders to prevent her from following him.

"Wait. Just, wait a moment," he said between panting breaths.

"I'm sorry, was I wrong?" Willow nervously asked.

"No, not wrong at all. It's just…we have all weekend. There's no need to rush anything just yet."

"I know. I guess I got a little carried away. I mean, we're really all alone here," she said, giddily.

"I can hardly believe it myself," Giles said, brushing a hair away from her face.

They remained like that, staring at each other in wonder for many long moments. Finally, Willow broke eye contact to look around.

"This place is amazing," she said.

"Hmm? Oh, um, yes. The druids used this place for their rituals," Giles informed her.

"Is that what I'm feeling?" Willow asked. "It's like a low level buzzing along my skin."

"While I would like to think that it is just my presence," Giles began, grinning. "Yes, that would be the ancient power the land still holds."

"Wow." Willow ran her hands along her bare arms, shivering in delight.

"I wasn't sure if you would be able to feel it," Giles said. "You are still relatively new to practicing the arts. It gives me great hope for your ability as a witch if you can feel the power of this place already."

"Does that mean that you can feel it more powerfully?" Willow asked.

Giles closed his eyes and let the power of the place settle over him. "Oh, yes," he groaned.

Willow licked her lips. The tone of Giles' voice just then was better than any aphrodisiac she could attempt to make.

Giles' notions of going slowly tonight were nearly destroyed when he opened his eyes and looked into Willow's. He wasn't sure if it was the magical energy around them, or the simple fact that they were alone, but in that moment, all Giles wanted to do was throw Willow to the ground and ravish her.

"Per-perhaps a fire?" he suggested, needing something to do.

"That sounds wonderful," Willow agreed.

She watched as Giles threw some branches into the fire pit, along with some old newspaper he'd brought, followed by some larger pieces of wood. She took a seat on one of the large logs that was set there as a bench.

She wouldn't have imagined Giles as much of an outdoorsman, but he certainly seemed to know what he was doing.

When he finally joined her, he had a bottle of wine in one hand, and two glasses in the other.

Willow smiled. "Giles, are you going to get me drunk?" she teased.

"That would hardly be any fun," he said, sitting beside her and pouring the wine. "Just a little something to help us relax, is all."

"I'm surprisingly relaxed already," Willow admitted, taking a sip from her glass. "It's strange. I really didn't think that I would be. I thought I'd be more nervous. But I'm really not."

"You have no idea how happy I am to hear that. I would never want to do anything to make you uncomfortable," Giles said, his relief evident in his voice. "The last thing I would want is for you to feel like I pressured you into anything."

"This whole thing was my idea, remember?"

"I remember. But a part of me can't help feeling like you only did so to try to please me. I meant what I said before. If you're not ready for this, I can wait."

"I don't want to wait anymore. Giles, Rupert, I love you and I want to make love with you," Willow intently said.

Giles gasped. She'd never called him Rupert before and the sound of his given name on her lips went straight to his … heart. Any restraint he had left fell away.

"I love you so much," he admitted. "So much more than I should."

"Can we be done waiting now?" Willow asked, setting her wine glass down and moving closer to him.

Realizing the time for words was over, Giles simply pulled Willow into his arms, pressing his lips to hers. She moaned into the kiss, wrapping her arms around him.

This time it was Giles' hands that sought out bare flesh. He easily found the hem of Willow's top and pulled it up and over her head, reluctantly breaking their kiss to do so. His eyes dropped down to take in her topless form and he felt his cock twitch at the sight before him. Willow was wearing an exquisite green lace bra, which looked fantastic against her pale skin.

Willow blushed under his frank appraisal. "I knew we were going camping, but I still wanted to wear something sexy for you."

"You are sexy no matter what you wear," Giles said diplomatically. She looked truly stunning in this lacy piece of nothing, though.

"I'd have to disagree with you, mate," came a voice from the other side of the fire. "I never would have thought the bird was anything to go after, until now."

"Spike," Willow gasped, grabbing her top to hold over her chest. She had been so caught up in Giles that she hadn't noticed when the sun had set.

"Spike," Giles bit out, standing protectively in front of Willow. "I thought you'd left town."

"Did. Now I'm back," he shrugged and stepped closer to the fire, squatting in front of it.

He smirked up at Giles. "Never would have pegged you for one to chase the kiddies. Good on you, mate."

"I'm not your mate," Giles sneered. "State your business or leave."

"Don't think you're much in the position for making demands," Spike said, standing. He pulled a pack of smokes from his pocket and lit one. "Need to borrow the little girl," he said, gesturing towards Willow, who had managed to pull her top back on.

"I beg your pardon?" Giles fumed as Willow squeaked, "What?"

"You both heard me. Need Red there to do a little spell for me, then I'll be on my way," Spike said.

"I'll do your damn spell, just leave Willow alone," Giles tried to bargain.

Spike ran his eyes over Giles, and then Willow. "I don't think so. You may have some magic in you, but she's perfect for what I need." He closed his eyes and inhaled, smirking. "She's ripe for the plucking, and more than ready for it. Just an added bonus for my purposes."

"I'll not just hand her over," Giles said, trying to decide which was closer, the hand axe or the tent stakes.

"That's fine with me," Spike said. Before Giles could move towards either weapon, Spike struck. One solid punch knocked Giles out cold. Willow shrieked, bending over Giles, trying to find a pulse.

"I'm not doing anything for you if you kill him," Willow said through her sudden tears.

"He's not dead. Just knocked him out, is all." He easily lifted Giles and slung him over a shoulder. "Now, you're both coming with me." Spike grabbed Willow's wrist and dragged her behind him as he headed back towards the DeSoto and the factory.

 


	2. Chapter 2

**Summary for the Chapter:**

> What if it had been Giles with Willow in _Lovers Walk_ getting captured by Spike?

**Notes for the Chapter:**

> Written for [](http://summer-of-giles.livejournal.com/profile)[**summer_of_giles**](http://summer-of-giles.livejournal.com/). Plot chosen from list of prompts [here](http://community.livejournal.com/summer_of_giles/94494.html#cutid1).

Part 2

Pain radiated through Giles' head as he slowly returned to consciousness. He groaned as he tried to raise a hand to find the source of his pain.

His groan summoned Willow to his side.

"Giles, are you awake?" she asked. Her hands hovered over his chest and head, afraid to touch him and cause him more pain.

"So it would appear," he groggily answered. "My head... What happened?"

"Spike punched you and knocked you out," Willow reminded him.

"Ah, yes, Spike. He interrupted us in the woods."

"He wants me to do a spell for him. A love spell. Drusilla left him," Willow added.

"Pity, that," Giles dryly commented.

"He's really messed up, Giles. I mean, yeah, he's drunk and he knocked you out and kidnapped us, but all in the name of love. That's kind of sweet."

"Forgive me for not seeing the sentimentality in my bout of unconsciousness," Giles groaned.

Willow reached out to gingerly touch the bruise forming on Giles' cheek. He flinched, and Willow slid her fingers back into his hair. This time, when Giles moaned, it was from pleasure and he leaned into her touch.

Willow took that as a good sign and bent to kiss him.

When they parted, Giles asked, "If Spike kidnapped us, where is he?"

"Oh, I sent him to Buffy's house," Willow brightly answered.

Giles simply looked at her, completely baffled. "Explain."

"Oh, right, remember how Spike wants me to do a spell for him?" She paused until Giles nodded his head. "Okay, so after he brought us back here he cried on my shoulder and told me all about Drusilla cheating on him and then he smashed a bottle and held it to my face and said he'd kill you if I didn't do a love spell to get her back."

"Why does Spike think that you know how to do a love spell, anyway?" Giles asked.

Willow blushed and looked away. "He was at the magic shop when I was there earlier."

"To do a love spell?" Giles pulled himself into a sitting position. "Willow, surely you know how I already feel about you."

"I know." Willow kissed him briefly. "I feel the same."

"Then why...?"

"It wasn't a love spell, it was a seduction spell," Willow admitted nervously.

"You hardly need a spell to seduce me, Willow. You do that just by being you," Giles told her.

"It wasn't for you, it was for me," Willow admitted. "I was nervous about being with you and wanted to make sure that I didn't chicken out."

"Oh, Willow," Giles sighed. He kissed her reassuringly. "If you had any doubts about this weekend, or me, you only had to tell me."

"I don't, though. I want to be with you more than anything. I doubted myself, not you."

Giles pulled Willow into a hungry kiss, showing her that she had nothing to worry about. As the kiss deepened and hands began to wander, the severity of their situation dawned on Giles.

When they parted for breath, Giles asked, "You sent Spike to Buffy? Can we expect her to rescue us soon from wherever we are? Where exactly are we?"

"The factory," Willow answered first.

"Ah, yes," Giles acknowledged. That certainly explained the burned out smell.

"Anyway, when Spike dumped a box of magic supplies out for me to do the spell I told him I needed a book."

"Which you had conveniently left at Buffy's," Giles surmised. "Good girl."

"Thanks!" Willow beamed, then frowned. "Even though I sent him to Buffy, there's no way he's gonna let her find us before he's gotten what he wanted."

"Buffy's a smart girl. She should be able to deduce where we are," Giles said, confidently.

Willow wasn't as confident, but conceded, "You're probably right. It shouldn't take a genius to figure out to check the last known lair of a vampire."

Despite the seriousness of the situation, Giles couldn't help but notice how beautiful Willow looked, slightly disheveled.

"How long do you think we have until he returns?" he asked, a noticeable huskiness to his voice.

Willow gasped at his tone, the low sound of his voice zinging straight to her core.

"I-I have no idea," she breathily answered. "He's been gone about an hour."

Deciding that they probably had at least an hour before their captor returned, Giles growled, "Come here," as he reached for Willow.

Willow went eagerly into his arms, allowing Giles to pull her over him so that she straddled him.

Giles slid his hands under Willow's top and pushed it up and over her head. Willow glanced nervously towards the stairs, but the feel of Giles' tongue against her suddenly bare breast drew her attention back to him.

She arched and moaned as Giles skillfully teased each nipple in turn to a hardened peak. She could feel him stiffen as she writhed in his lap.

"Giles," she moaned.

Her fingers slid between them and she fumbled with the buttons of his shirt. Growing as impatient as she was, Giles pulled the shirt over his head and tossed it aside, crashing his mouth to Willow's.

Giles moved his kisses down Willow's jaw to nibble at her neck.

"I know this isn't exactly how we planned it, but I want to make love with you," Willow blurted out.

"Here?" Giles asked, pulling back to meet her eyes.

"Yes, here. I mean, we're on a bed already. And just in case Spike does plan on killing us instead of letting us go - or before Buffy can get here... Giles, I don't want to die a virgin."

"That can be arranged," answered an all-too-familiar voice from the foot of the stairs.

"Spike," Willow gasped, pressing her bare chest against Giles.

"In the flesh," he confirmed. "Although, not as much flesh as you're showing. Lean back and give us a look."

"Stay away from her," Giles barked, pulling Willow tighter against him.

"I'm just offering to give the chit what she asked for. It's been a while since I've laid it to a willing virgin," Spike said, sauntering closer.

"I think you know very well that she wasn't talking to you," Giles said.

Spike shrugged. "Doesn't really matter, does it?"

"Of course it matters," Giles fumed.

Willow, who had managed to pull Giles' shirt over her head while the men talked, said, "I thought that we already agreed that there would be no having of any kind with me if I did your spell."

Spike stepped up to the bed and ran a hand down the center of Willow's chest. "Oh, but the plan has changed."

Willow felt all her bravado fall away as her face paled. "I-it did? Since when?"

"Since the Slayer and the Poof made me realize that I don't need a sodding spell to get my Princess back. I just need to be the demon she fell in love with." He looked at Willow. "And taking a witch's virginity will make an excellent first step."

"No, please," Willow begged, her eyes filling with tears. 

"No," Giles gasped at the same time. "I won't allow it."

Slipping into game face, Spike asked, "What are you going to do to stop me, Gramps?"

Giles pushed Willow behind him and made to lunge at Spike, but Spike was faster. He easily evaded Giles and hit him. Giles fell back on the bed.

"Am I going to have to knock you out again?" Spike asked.

"Spike, no, please don't hurt him," Willow sobbed. "I love him, please don't do this to us."

"You don't know the first thing about love," Spike growled, his face returning to its human mask. "You're a child. What can you know about never-ending love?"

"I didn't say it was never-ending love. But Giles is my first love. Do you remember what that is like?"

Flashes of Cecily and her cruelty flashed through Spike's mind. His human self had loved her deeply. What if she had loved him in return? Would he be feeling what Willow was now?

Spike glanced to where Giles sat, tensely waiting to fight, but also looking at Willow with such love and respect. Spike felt jealousy flare up inside him. He had never felt that kind of connection with anyone. Not even Drusilla.

A part of him wanted to destroy this love. Take the girl as he drained her would-be lover. Make them suffer for the pure love they rubbed in his face, taunting him with what he would never know.

And yet, there was that long-buried poet inside of him that sighed at the love and devotion before him, wanting to capture its innocence forever with words.

Would he take pleasure from forcing the Watcher to watch him shag his girl, knowing the pain of being cheated on? Of course, Willow's heart wouldn't be cheating, only her body. And what would be the fun in that?

Decision made, Spike maintained a neutral expression as he looked at Willow and ordered, "Strip."

Willow sobbed, but made no verbal protest otherwise, resigned to her fate. With trembling fingers, she worked the buttons on Giles' shirt open.

As Giles made to protest, Spike looked at him and said, "You too."

Giles' expression went from furious to confused. "I beg your pardon?"

"You heard me," Spike said. "Strip, the both of you."

Willow and Giles looked at each other, completely unsure of Spike's intentions. Did he mean to rape them both?

As they slowly complied, Spike continued, "Today is your lucky day. Seeing as how I appear to be Love's Bitch, I'm gonna let you have your first time together. On two conditions."

"Which are?" Giles asked, wearing nothing but his boxers.

"One: I get to taste her when you're done."

"I'm not gonna let you bite me," Willow interrupted, arms crossed over her bare breasts.

"Didn't say bite; said taste," Spike corrected her, running his eyes down to where her legs were tightly crossed.

Willow flushed bright red as she caught his meaning and squeaked, "Oh."

"And number two?" Giles bit out, not happy with Spike's first condition, but finding it preferable to him biting Willow.

"Red's gotta suck me off," Spike smirked.

"But I've never... I mean I haven't..." Willow trailed off.

"We've never done that," Giles finished for her. They had attempted to a couple of times, but had always gotten interrupted before his pants had even been opened.

"There, I still get to be her first at something," Spike beamed. "Now you," he said, gesturing towards Giles. "All clothes off and lie on your back."

Giles did as ordered, but if Spike was trying to get things over quickly, he was in for a surprise. Fear did not help to maintain an erection.

"Oh, what's this, now?" Spike complained when he saw Giles' softened state.

"You can hardly have expected me to remain aroused with you threatening our lives and Willow's honor," Giles scoffed.

"I would have," Spike countered, shucking his duster and tossing it aside. "All right then, Red. Get him back in the mood."

"I don't think I can, with you watching," Willow admitted.

"Me watching or me doing," Spike reminded her.

"No, I'll do it," she quickly assured him. "I hope," she quietly added to herself.

Giles turned to her and cupped Willow's face between his hands.

"Look at me, Willow," he coaxed her. "Forget about him and just focus on me. Can you do that?"

Willow smiled nervously, "I think I can do that."

Giles slowly trailed one of his hands down Willow's neck and between her breasts, his thumb reaching out to flick a nipple as it passed. His hand stopped when it reached her belly to slide over and settle on her hip.

He leaned in to kiss her, whispering against her lips, "Close your eyes." After she did, he kissed her softly before trailing kisses to the sensitive spot behind her ear that he knew turned her into a puddle of goo.

In between kisses, he whispered in her ear. "Pretend we're in my office at the library. Spike is not in the room with us, but in the library itself. We're all alone."

"We have to be quiet," Willow said, getting into the game.

Wanting desperately to hear Willow's pleasure, Giles said, "Be as loud as you want. My office is soundproof, remember?"

Willow opened one eye to look at him and Giles shrugged one shoulder.

"I want to hear you scream my name," Giles admitted.

He resumed nibbling on the sensitive spot on Willow's neck while one hand began to tease a nipple.

"Giles," Willow moaned.

Growing bolder, Willow's hands sought out Giles' body. She skimmed over his chest, tracing some of his scars before experimentally pinching his nipples. Giles gave a pleased moan, so she did it again.

Finally relinquishing Willow's neck, Giles turned his head to capture her mouth, his tongue immediately delving inside. Willow moaned and enthusiastically returned the kiss.

Knowing that Spike would be getting impatient, Giles coaxed Willow's legs open so that he could slide a hand between them. He teased the sensitive flesh of her inner thighs, his fingers barely grazing her folds.

"Please," Willow begged.

"All you had to do was ask," he purred, sinking a finger deep inside her.

Willow groaned at the intrusion, throwing her head back to gasp her pleasure.

"Oh, she is responsive," Spike said, appreciatively. "Maybe I'll have a go at her after all."

"Don't you dare," Giles cautioned.

"Then get on with it already," Spike said, sounding bored. "I can see you're ready for her."

"But she's not ready for me," Giles countered. "Just because we are doing this according to your whims, does not mean that I am going to rush through it either."

Giles returned his attention to Willow, taking a puckered nipple into his mouth as a second finger joined the first inside her.

Willow writhed against his touch, her body on fire with the sensations he awakened in her. Gathering together all of her nerve, Willow reached out and took Giles' cock in her hand.

Giles hissed with pleasure, not having expected Willow to touch him there. When she started to remove her hand, he covered her hand with his free one, encouraging her to explore.

"Did I hurt you," Willow nervously asked.

"No. You just surprised me, is all," Giles assured her. "Please, I want you to touch me."

As Willow began to lightly stroke him, Giles brushed his thumb against her until-now-neglected clit.

"Oh!" Willow keened as her body reacted to the touch.

Giles grinned wolfishly and began to massage her clit, matching the rhythm he was using for his fingers.

Willow's hand faltered in what it was doing as all her attention became focused on what Giles was doing to her.

Without warning, her body seized and she cried out Giles' name as waves of pleasure rushed over her.

Giles couldn't deny the smile of accomplishment that spread across his face.

He glanced up and saw a naked Spike approaching the bed.

"Now that she's all warmed up, I'd say it's time to move on to the main event," Spike announced.

"I just need to retrieve something from my pants," Giles said, hurrying to do so.

Spike knelt on the side of the bed and said to Willow, "Come here."

Willow glanced at Giles, who nodded, and slid over to Spike.

"Hands and knees, facing me," Spike ordered.

Willow swallowed, nervously eyeing Spike's erection as she did what she was told. 

"Good girl," Spike smirked. He ran a hand down Willow's back, admiring the way she tried to control a flinch at his touch. He dipped a finger inside her and brought it to his lips. 

"Mmm," he moaned. "You're delicious."

"You're gross, Spike," Willow spat.

"Bet you wouldn't be sayin' that if it was the old man sayin' it."

Before Willow could respond, Spike kissed her, ravaging her mouth. She was so shocked that she didn't even think to pull away. When Willow felt Giles move into place behind her, she came to her senses and pushed Spike away.

He laughed, ignoring the glare from Giles. "Right then. You first, Watcher. Don't fancy getting my cock bit off when you break through."

"You're ever so kind," Giles drawled. Focusing instead on Willow, he said, "Willow, are you ready?"

She turned her head to look at Giles. She eyed his latex-covered cock and nodded. "As ready as I can be under the circumstances," she answered.

"I love you," Giles promised.

He grasped Willow's hips and began to press inside her. He paused with just the head inside, biting his lip at how good she felt surrounding him. Just as Spike was starting to make a get-on-with-it noise, Giles slammed his hips forward, burying himself completely inside Willow.

Willow cried out as she felt her hymen tear, tears instantly filling her eyes.

"It'll get better," Spike quietly assured her, running a hand through her hair.

She turned wide, wet eyes up to his face and he smiled down at her.

After Giles started moving a bit easier, Spike drew Willow towards his aching cock. 

"Go slow and mind your teeth," Spike cautioned.

Willow blinked up at him before a look of resolve settled over her face and she began to experimentally lick Spike's cock from base to tip.

Giles tried to focus on how wonderful it felt to be making love to Willow, despite the third party stealing her attention away from him. He wanted Willow to be focused solely on him, not some meddlesome vampire.

"Yeah, that's it," Spike cooed, as much for Giles' benefit as Willow's. "Now take it in your mouth. Much as you can fit."

Willow did her best to accommodate him, but it wasn't a natural thing for her to do. She was determined to make this good for Spike, though, so that he'd keep his word and let them go.

All she wanted to do was concentrate on what it was like to finally have Giles inside her, but instead she was being forced to service Spike at the same time.

Giles could feel himself getting closer to losing control. He altered his pace, opting for short, hard thrusts instead of the languid strokes he'd been using before. Willow's tiny moans only spurred him on. He reached beneath them and found Willow's clit, rubbing and pinching it.

Willow squealed in encouragement and redoubled her efforts with Spike, who was showing remarkable control.

One hand at a time, Willow shifted her position so that her hands were on Spike's hips, rather than flat on the bed. Spike moved one of her hands to grasp the part of his cock that didn't fit in her mouth. 

Holding Willow's head still, he thrust into her mouth until he couldn't hold back any longer. With a grunt, he came inside her mouth, ignoring her feeble protests. When he was spent, he collapsed on the bed.

Giles, surprised that he'd lasted longer than Spike, took advantage of Willow's freedom to pull out and turn her over before sliding home.

Willow smiled up at him as she tried to wipe Spike's come from her mouth. Caring only that they were together, Giles leaned down to kiss her, as he'd been longing to do.

Giles encouraged Willow to wrap her legs around him as he began to move with purpose.

Breaking the kiss for some much needed air, Giles pressed his forehead to Willow's.

"I love you," he panted.

"I love you, too," Willow echoed, feeling the coil in her belly prepare to loosen once again.

Willow's declaration was the final straw. Giles shuddered as he buried himself fully in Willow, sobbing her name.

Feeling Giles reach his climax was enough to send Willow over the edge as well. Her nails dug into his back as she once again called out his name.

From far away, the name Giles seemed to echo back. Then again, closer this time. 

The door at the top of the stairs cracked as it was kicked open. 

"Giles?" called a very familiar female voice.

Frozen in place, all Willow and Giles could do was cling to each other.

"Giles. Oh my God, Willow," Buffy gasped, having reached the bottom of the stairs.

"Willow?" a male voice squeaked from beside Buffy.

Willow turned her face away from Giles' shoulder to face her friends. "Um, hi Buffy. Xander."

Xander's eyes roamed over her naked body before he spun away, lamenting, "I am scarred for life."

"You're not the only one," Buffy agreed, raising a hand to cover her eyes. "Do you think you guys could put some clothes on?"

"Of course," Giles agreed, withdrawing from Willow with a sigh. He noticed that Spike was nowhere to be seen.

As they dressed, Buffy said, "So this is what you two have been doing while we were looking everywhere for you?"

"Spike kidnapped us," Willow pointed out, as if that was the only explanation needed for why she and Giles had sex.

"I know, he told us," Buffy said. "How did _that_ lead to _this_?"

Giles and Willow exchanged a look and they knew they had to tell the truth.

"You can uncover your eyes," Giles said when they were sufficiently clothed.

Buffy slowly lowered her hand, then tapped Xander to confirm that it was safe to look. It didn't take them long to spot Willow and Giles' joined hands.

"As it would so happen, Willow and I have been seeing each other for some time," Giles began.

"In fact, we're in love," Willow added.

"But… Willow, he's so old," Buffy groused, making a face.

"He's really not that old," Willow disagreed.

" _He_ is standing right here," Giles reminded them. "We know that this must be rather a shock, which is one reason we hadn't told you."

"I'm kinda thinking telling would have been better than seeing," Xander said.

"You weren't going on a retreat, were you?" Buffy asked, realizing it wasn't an accident they found them together. Giles shook his head. "And you weren't spending the weekend with your parents," she said to Willow, who also shook her head.

"We just wanted some time to be alone together," Willow admitted.

"I guess you found it," Xander snidely commented.

"That's enough," Giles snapped. "This has been a stressful day for all of us, and if you don't mind, I'd like to get Willow out of here."

"Yeah, and we can guess why," Xander groaned.

"Xander," Willow calmly, yet firmly stated. "Don't."

She had known that Xander wasn't going to take her relationship with Giles well, and right now she really wished that she had been able to tell him before now. This was definitely the worst possible way that he could have found out.

"Don't, 'don't' me," Xander rebuked. "I'm allowed to be upset that my best friend has been sneaking around with a guy old enough to be her father."

Willow flinched at the venom in Xander's voice, but conceded that he had a right to his anger.

"I don't think you're one to be critical of who people sneak around with," Willow couldn't resist shooting back, vividly remembering finding Xander and Cordelia sneaking kisses.

"I agree with Giles that we should get out of here," Buffy said. Without another word, she turned and headed up the stairs, Xander hot on her heels.

Willow and Giles exchanged a look of concern and followed their friends out to Xander's car. Xander grudgingly took them back to where Giles' car was parked at Breaker's Woods. Willow was maneuvered into the front seat with Xander, while Giles shared the back with Buffy.

The ride was made in tense silence, each of them lost in their own thoughts of how this would change the group's dynamics. Trust had been broken, not only between best friends, but also between the slayer and her watcher.

While Buffy had always pretended to be disgusted by any relationship Giles entered, a part of her knew that it was old-fashioned jealousy. Not because she desired him herself – gross – but because she was his slayer. She was supposed to be the most important woman in his life. Not her best friend.

Everyone's tension seemed to ease a bit when Xander finally pulled into the parking space next to the Citroen. That relaxation was short-lived, disappearing completely when Willow made to get out of the car along with Giles.

"Where do you think you're going?" Xander asked her, restraining Willow with a hand on her arm.

"With Giles," Willow responded, as if the answer was evident.

"I don't think that's a good idea," Xander said, coldly.

Turning to face Buffy, and Giles, who was only halfway out of the car, she requested, "Can you give us a minute?"

"You'll be all right?" Giles questioned.

"Yeah, I'll be fine," Willow answered. Noticing that Buffy was already standing tensely next to the car, she added, "I think you need a moment too."

Giles saw where Willow was looking and nodded briskly. "I suppose you're right."

Closing the door behind him, Giles approached his edgy slayer, stopping when they stood side by side.

"Why didn't you tell me?" Buffy quietly asked, a hint of tears in her voice.

"Would you be reacting any differently if I had?" Giles queried.

"Yes," Buffy insisted. Giles raised an eyebrow in disbelief. "Well, maybe. Probably not," she conceded. "I really could have done without the visual, though."

Giles coughed and removed his glasses to clean them. "Yes, so could I."

"Why Willow?" Buffy asked, even though it sounded more like a whine.

"She is your best friend; surely I don't need to tell you what a remarkable young woman she is," Giles replied.

"Exactly. She's my best friend. A teenage girl. What, are there no women your age that interest you? Or do you just have a thing for younger women? Ms. Calendar was younger than you, too. But at least she was a teacher."

"I didn't set out to seduce Willow," Giles said defensively. "I should hope that you'd know me better than that."

"I thought that I did," Buffy said. "I thought you were supposed to be there for me!"

"Am I not allowed to have my own life? You are the one who is always insisting that we need time away from slaying. Time for a personal life?" Giles countered.

"I meant me!" Buffy cried. "You're old. You don't need a life. You have me."

"Didn't we have a discussion much like this when your mother began to date?" Giles pointed out.

"I… That's not the same," Buffy pouted.

"I know that we are not a family in the biological sense, but surely you know that I care for you as if you were my own daughter," Giles admitted. 

"And Willow's my best friend," Buffy stated. "If I'm like your daughter, then why isn't she?"

Giles knew that he needed to tread carefully. He couldn't say to Buffy some of the reasons that Willow was much more mature than she was. Rationalizations he told himself repeatedly before he had finally given his heart fully to Willow.

"Willow is not my responsibility in the same sense that you are," Giles replied. "Willow's training and safety are not my main concern. Not to say that I would ever wish to see her in harm's way. But you are my purpose for being here in Sunnydale. You are my slayer. No one could ever come close to your place in my life."

"I'm not saying that you aren't allowed to date," Buffy said. "I just don't see why you'd want to date someone my age."

"I'm afraid that I won't be able to give you an answer that will satisfy you," Giles admitted. "At risk of repeating myself, I did not plan on falling in love with Willow. It happened the way that it happens for anyone. A shared love of books and research, common interests and friends, and I'd be hard pressed not notice how beautiful she is. And not to poke at unhealed wounds, the age difference between Willow and myself is merely a fraction of that between you and Angel."

Buffy flinched at Angel's name. She'd been afraid that he was going to throw that in her face. It went unsaid that Willow was also human, not a vampire.

Carefully resting a hand on Buffy's shoulder, Giles said, "I know that it will take some time for you, and Xander, to get used to the idea of my relationship with Willow, but I do hope that you will be able to support us in the end. For propriety's sake, we will remain discreet. It could cost me my job as the librarian if Principal Snyder were to discover my involvement with a student, despite the fact that we did not give in to our feelings until after Willow was eighteen. This doesn't have to change anything between us."

"I get that it could be bad for you if anyone found out," Buffy admitted. "I can't lose you as my watcher. And if you lost your job at the school, that could happen, I know." She took a deep breath to help settle her emotions. "I can't say that I support your choice of girlfriends, yet, but I'll try. For both your sakes."

"Thank you, Buffy," Giles gushed, pulling her into a hug.

"Isn't it bad enough that you've got one of my girls? Do you have to go after the other?" Xander's jovial voice shouted from the car.

Hearing the humor in the boy's voice, Giles smiled and released Buffy. "I'm a one-woman man, don't you worry," he promised.

"I'm glad to hear that," Willow said, exiting the car and coming to wrap her arms around Giles.

"I think that's my cue…" Buffy said, taking Willow's vacated seat in the car.

"We'll see you at school on Monday," Willow said.

"Aw, we still have to go to school," Xander whined, good-naturedly.

"Unexpected apocalypse aside, yes," Giles answered.

"This doesn't count as one?" Buffy joked.

"Hardly," Giles said.

Looking at her friends, Buffy reluctantly agreed. "Yeah, I think you're right about that. Let's get out of here, Xan."

With a wave, Xander backed out of the parking space and headed towards Buffy's house.

"So, everything is okay between you two?" Willow asked.

"I believe that it will be, yes," Giles said with a happy sigh. "And between you and Xander?"

"Yeah, he'll come around. He's mostly freaked about the whole age thing. And he kinda has you in this father-figure mold in his head. Seeing you and me all naked together kinda shattered that image for him," Willow said.

"Yes, that was a big part of Buffy's reaction, too. She is also afraid of losing me to you, though. And perhaps you to me. You might want to consider spending some quality time with her in the near future," Giles suggested.

"That's a good idea. I'm planning on doing the same with Xander. Maybe we can all have a good old-fashioned sleepover. We haven't done the popcorn and Indian TV thing in a while," Willow said.

"So long as that sleepover goes nothing like this one, I think that's a brilliant idea," Giles said.

"Giles," Willow tiredly said as they made their way back towards the campsite, "I'm not really in the mood for camping any more."

"Nor I," Giles agreed. "Let's gather together the camping supplies and bring them back to my flat. All that I want to do right now is hold you in my arms as we sleep."

"Mmm, that sounds heavenly," Willow said. "And maybe, in the morning, we can do it again, without the audience?"

"You can count on that," Giles playfully growled. 

Home and bed had never sounded like such a wonderful place to be.

The End.

**Author's Note:**

> Originally completed July 17, 2008.


End file.
